Exhibit
      10(d)


















**TASTY
      BAKING COMPANY**




**SEVERANCE
      PAY PLAN**




**AND**




**SUMMARY
      PLAN DESCRIPTION**























Plan
      effective date: February 26, 2007







**TASTY
      BAKING COMPANY**


**SEVERANCE
      PAY PLAN**


**AND
      SUMMARY PLAN DESCRIPTION**






|**1.** | **INTRODUCTION**
|------ | ----------------



The
      Tasty
      Baking Company Severance Pay Plan (“the Plan”) has been adopted to provide
      severance pay to certain employees of Tasty Baking Company and Tasty Baking
      Oxford, Inc. (collectively, the “Company”) whose employment is involuntarily
      terminated without cause. This document is both the Plan and the Summary Plan
      Description and it sets forth the official terms of the Plan.






|**2.** | **ELIGIBILITY**
|------ | ---------------



|(a) | In
              General
|--- | ------------------------



In
      general, full-time employees are eligible for benefits under the Plan if: (i)
      they have been employed continuously by the Company for more than ninety (90)
      days; (ii) they are contemporaneously designated in the Company’s records as
      full-time, regular, employees; and (iii) they suffer an involuntary termination
      of employment on or after February 26, 2007, as a result of a reduction in
      force, the closure or reorganization of a facility or operation, or a job
      elimination. As provided in Section 2(c) below, employees who are terminated
      for
      Cause (as defined in Section 2(c)(iv) below) are among those persons who are
      not
      eligible for benefits under the Plan.




(b)
            Persons
                  Not
                  Covered




The
      Plan
      does not cover: (i) individuals who are
      not employees of the Company, whether or not such persons are employees of
      any
      Related Organization (as defined below); (ii)
      temporary or seasonal employees of the Company; (iii) individuals who work
      for
      the Company as leased employees, independent contractors or agents (or are
      classified as such by the Company, whether or not such classification is upheld
      upon governmental or judicial review); (iv) individuals who are
      paid by any third party employer, such as an employment agency or temporary
      staffing firm; (v) employees
      who are covered by any other written severance plan or employment agreement
      with
      the Company that provides for severance benefits; or (vi) employees who are
      informed at the start of their employment that they will not be eligible for
      benefits under the Plan.





As
      used in
      the Plan, the term “Related Organization” means the Company’s parent, any
      subsidiary of the Company’s parent other than the Company and related
      corporations and their predecessors and successors.




(c)
            Other
                      Conditions For
                      Eligibility




|(i) | An
              employee shall not be eligible for benefits under the Plan if, before
              the
              employee’s date or scheduled date of termination from
              employment:
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(A)
            the
                employee accepts an offer of continued employment with the Company
                or any
                Related Organization;




1




(B)
            the
                employee is transferred to, or rejects an offer of, continued full-time
                with the Company or any Related Organization;
                or





(C)
            the
                employee accepts or rejects an offer of continued full-time employment
                with the new ownership of the Company, the new ownership of any or
                all of
                the Company’s assets, or with any company controlled by such new
                ownership.





|(ii) | An
              employee shall not be eligible for benefits under the Plan unless the
              employee remains employed by the Company until the final day of employment
              specified by the Company. An employee who leaves employment before
              such
              date, regardless of the reason, shall be deemed to have voluntarily
              resigned and shall be ineligible for benefits under the Plan.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

.


|(iii) | An
              employee shall not be eligible for benefits under the Plan unless the
              employee
              maintains fully satisfactory work performance until thefinal
              day of employment specified by the Company,
              including the employee’s faithful performance of any remaining obligations
              to the Company such as conscientious transitioning of the employee’s
              duties, reimbursement to the Company for any cash advances or debit
              balances, and the return of all Company property,including,
              but not limited to, any computers, PDAs, cell phones,tools, keys or manuals.
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|(iv) | An
              employee shall not be eligible for benefits under the Plan if the employee
              is discharged for Cause.For
              purposes of this Plan, the term “Cause” means: (A) any willful neglect of,
              or refusal to perform, the employee’s duties or responsibilities with
              respect to the Company, insubordination, dishonesty, misconduct, gross
              negligence or willful malfeasance by the employee
              in the performance of the employee’s duties and responsibilities,
              orthe
              willful taking of actions which materially impair the employee’s ability
              toperform his/her duties and responsibilities, or any serious violation
              of
              Company rules or regulations; (B) the violation of any local, state
              or
              federal criminal statute, including, without limitation, an act of
              dishonesty such as embezzlement, theft or larceny, if theviolation
              either relates to the Company or could have an adverse effect on
              theCompany or its reputation; (C) intentional provision of services in
              competition with the Company, orintentional
              disclosure to a competitor of the Company of any confidential
              orproprietary information of the Company or any Related Organization
              or
              client; (D)any
              violation of the Company’s code of conduct, code of ethics or any similar
              code; or (E) any conduct by the employee similar to that referenced
              in
              Section 2(a)(iv)(A)-(D) above with respect to which the Company determines
              in its sole discretion that the employee’s employment has ended under
              circumstances such that the payment of benefits under the Planwould
              not be in the Company’sbest interest. This definition of Cause shall be used only for the
              purposes of administering and determining eligibility under this Plan.
              This Plan provision shall not be construed as implying that employees
              may
              only be terminated for Cause. Rather, employees are generally employed
“at
              will” and may be terminated at any time for any reason, with or without
              cause or notice. The Company, in its sole discretion, shall determine
              whether an employee has been terminated for
              Cause.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|(d) | Changed
              Decisions
|--- | -------------------------------



The
      Company reserves the right to rescind or reschedule any scheduled termination
      from employment on or before the actual date of termination. In such cases,
      the
      affected employee will not be eligible for severance benefits under the Plan
      based on the termination date that has been rescinded or rescheduled.




(e)
            Eligibility
                Determination




The
      Plan
      Administrator, in the Plan Administrator’s sole discretion, shall determine
      whether an employee is eligible  for
      severance benefits under the Plan.





2




|**3.** | **SEVERANCE
              BENEFITS******
|------ | ----------------------------------------



As
      used in
      the Plan, “Eligible Employee” means a person meeting the eligibility
      requirements set forth in Section 2 above.




|(a) | General
              Release
|--- | -----------------------------



Eligible
      Employees who wish to receive a severance pay benefit (“Severance Pay”) will be
      required to sign a Confidential Separation Agreement and General Release
      (“Release”) which covers, among other things, all claims against the Company and
      any Related Organization. A Copy of the Release in use at the time that this
      Plan document was printed is attached as Exhibit “A” to the Plan. However, the
      Release may be revised at any time. An Eligible Employee will be given the
      applicable Release before, or within a reasonable period of time after, the
      date
      of the termination from employment. The Eligible Employee will then need to
      sign
      and return the Release within the applicable time period set forth in the
      Release, and the Release will need to become effective in accordance with its
      terms.




|(b) | Amount
              of Severance Pay
|--- | -------------------------------------



Severance
      Pay calculations are based on a five (5) day work week. As indicated in the
      chart below, Severance Pay includes two (2) separate components. The first
      component consists of two (2) days of pay for each Year of Service to the
      Company. The second component consists of one (1) week of pay for each $12,500
      of annual Base Compensation. As
      used in
      the Plan, the term “Base
      Compensation” does not include such things as: bonuses of any sort, overtime
      compensation, variable compensation or other incentive pay, shift premiums
      or
      differentials, compensation associated with employee stock options,
      reimbursements, sales commissions, expense allowances or any deferred
      compensation arrangement.




Notwithstanding
      anything in the Plan to the contrary, the minimum amount of Severance Pay for
      an
      Eligible Employee under the Plan will be one (1) week and the maximum amount
      of
      Severance Pay for an Eligible Employee under the Plan will be fifty-two (52)
      weeks. For salaried employees, the weekly Severance Pay amount will generally
      be
      calculated by dividing the Eligible Employee’s annual Base Compensation on the
      actual date of termination by fifty-two (52). For hourly employees, the
      weekly Severance Pay amount will generally be calculated by multiplying the
      Eligible Employee’s regular hourly rate, not including any shift premiums or
      differentials, by forty (40).




As
      used in
      the Plan, a “Year of Service” means a period of twelve (12) consecutive months
      of active, full-time employment with the Company or any Related Organization.
      This measurement will generally be based on the period from the Eligible
      Employee’s most recent start date of active, full-time employment to the date of
      termination from employment. Eligible Employees will be given credit, on a
      prorata basis, for a partial Year of Service in full-time employment. An
      Eligible Employee who has received a severance payment in connection with any
      prior service to the Company or any Related Organization will not have such
      service counted for severance purposes under this Plan.




(c)
            Examples
                of Severance
                Benefits




**Example
      A** :




Eligible
      Employee A’s full-time employment with the Company began on January 1, 1999 and
      continued until it was terminated on December 31, 2004. On the date of
      termination, Eligible Employee A’s annual Base Compensation was $30,000.




Years
      of
      Service component - Eligible Employee A will be offered 10 days (i.e., 2 weeks)
      of severance pay for having completed five (5) Years of Service. Base
      Compensation component - Eligible Employee A will also be offered an additional
      2.4 weeks of severance pay because Eligible Employee A had annual Base
      Compensation of $30,000. Thus, Eligible Employee A would be offered 4.4 weeks
      of
      severance pay.




3




**Example
      B** :




Eligible
      Employee B’s full-time employment with the Company began on July 1, 1980 and
      continued until it was terminated on June 30, 2005. On the date of termination,
      Eligible Employee B’s annual Base Compensation was $40,000.




Years
      of
      Service component - Eligible Employee B will be offered 50 days (i.e., 10 weeks)
      of severance pay for having completed twenty-five (25) Years of Service. Base
      Compensation component - Eligible Employee B will also be offered an additional
      3.2 weeks of severance pay because Eligible Employee B had annual Base
      Compensation of $40,000. Thus, Eligible Employee B would be offered 13.2 weeks
      of severance pay.






|**4.** | **PROVISION
              OF
              BENEFITS**
|------ | -----------------------------------------------------



|(a) | Method
              and Timing of Payment
|--- | ------------------------------------------



Severance
      Pay will be paid as salary continuation (without interest) generally on what
      would have been the Company’s regularly scheduled paydays for the applicable
      period.  Provided,
      however, that an Eligible Employee will not be entitled to Severance Pay unless
      and until: (1) the Release has become effective and irrevocable and: (2) the
      Eligible Employee has satisfied all other conditions for eligibility including,
      without limitation, those in Section 2(c) above. Payments will commence as
      soon
      as practical after the Release is effective and irrevocable. Any unpaid
      severance pay as of the date of death of an Eligible Employee will be paid
      to
      the Eligible Employee’s estate in a single lump sum. The Company shall withhold
      and make such other deductions from the Severance Pay as it determines is
      necessary or appropriate to satisfy any federal, state or other withholding
      requirements.




|(b) | Source
              of Payment
|--- | -------------------------------



All
      severance benefits under the Plan will be paid from the general assets of the
      Company, and no trust fund, escrow arrangement, or other segregated account
      will
      be established. Accordingly, employees entitled to receive severance benefits
      under the Plan will have no priorities over the claims of the Company’s general
      creditors.






|**5.** | **REHIRE**
|------ | ----------



No
      provision of the Plan provides, or is intended to provide, any Eligible Employee
      or employee with any right to be rehired by the Company or to be hired by any
      Related Organization. However, if during the severance period, an Eligible
      Employee is rehired by the Company, or is hired by any Related Organization,
      no
      further benefits will be payable under this Plan after the date of hire or
      rehire.






|**6.** | **DURATION,
              AMENDMENT AND MODIFICATION OF
              PLAN**
|------ | ----------------------------------------------------------------------------



The
      Plan
      is effective only for Eligible Employees who are notified of termination from
      employment after the
      Plan’s effective date. Except as provided in Section 7(b), t he
      Company
      reserves the right, in its sole and absolute discretion, to amend, modify or
      terminate the Plan at any time, with or without notice, prospectively or, to
      the
      extent permitted by law, retroactively, by written document approved by an
      officer of the Company. All benefits are subject to this reserved right of
      Plan
      amendment, modification, or termination; therefore, benefits being paid, or
      which may be paid, under this Plan may be reduced or terminated.




4




|**7.** | **PLAN
              ADMINISTRATION**
|------ | -------------------------------------



|(a) | Discretion
              and Finality
|--- | -------------------------------------



The
      Company hereby delegates the duties of the Plan Administrator to the Vice
      President of Human Resources. The Plan Administrator has full discretionary
      authority to administer and interpret the Plan, including discretionary
      authority to determine all questions relating to eligibility for participation
      in, and for benefits under, the Plan, to determine the amount of benefits (if
      any) payable to an Eligible Employee, and to interpret ambiguous terms. The
      Plan
      Administrator may delegate any or all of its administrative duties to other
      Company personnel. Any such delegation will carry with it the full discretionary
      authority of the Plan Administrator to carry out the delegated duties. All
      determinations by the Plan Administrator will be final and conclusive upon
      all
      persons. The validity of any interpretation, construction, decision or finding
      of fact by the Plan Administrator shall not be given de novo review if
      challenged in court, by arbitration, or in any other forum, and shall be upheld
      unless clearly arbitrary and capricious. Only the Plan Administrator, or the
      delegate of the Plan Administrator, is authorized to make administrative
      interpretations of the provisions of the Plan and will do so only in a writing
      that expressly references this Section of the Plan. No person is entitled to
      rely on any representation, whether oral or in writing, which anyone other
      than
      the Plan Administrator may make concerning the Plan and/or entitlement to
      benefits under the Plan.




(b)
            Drafting
                Errors




If,
                due to errors in drafting, any Plan provision does not accurately
                reflect
                its intended meaning, as demonstrated by consistent interpretations
                or
                other evidence of intent, or as determined by the Plan Administrator
                in
                its sole and exclusive judgment, the provision shall be considered
                ambiguous and shall be interpreted by the Plan Administrator and
                all Plan
                fiduciaries in a fashion consistent with its intent, as determined
                in the
                sole and exclusive judgment of the Plan Administrator. The Plan
                Administrator shall amend the Plan retroactively to cure any such
                ambiguity.




(c)
            Fiduciary
                Disclosure
                Authority




No
      Plan
      fiduciary shall have the authority to answer questions about any pending or
      final business decision of the Company or Related Organization that has not
      been
      officially announced, to make disclosures about such matter, or even to discuss
      them, and no person shall rely on any unauthorized, unofficial disclosure.
      Thus,
      before a decision is officially announced, no fiduciary is authorized to tell
      any person, for example, that his or her employment will or will not be
      terminated or that the Company will or will not offer exit incentives in the
      future. Nothing in this subsection shall preclude any fiduciary from fully
      participating in the consideration, making, or official announcement of any
      business decision.




(d)
            Scope




This
      Section may not be invoked by any person to require the Plan to be interpreted
      in a manner inconsistent with its interpretation by the Plan Administrator
      or
      other Plan fiduciaries.






|**8.** | **COSTS
              AND
              INDEMNIFICATION**
|------ | ---------------------------------------------------------



All
      costs
      of administering the Plan and providing Plan benefits will be paid by the
      Company. To the extent permitted by applicable law and in addition to any other
      indemnities or insurance provided by the Company, the Company shall indemnify
      and hold harmless its current and former officers, directors, and employees
      against all expenses, liabilities, and claims (including legal fees incurred
      to
      defend against such liabilities and claims) arising out of their discharge
      in
      good faith of their administrative and fiduciary responsibilities with respect
      to the Plan. Expenses and liabilities arising out of gross negligence or willful
      misconduct will not be covered under this indemnity.





5




|**9.** | **CLAIMS
              PROCEDURE**
|------ | ----------------------------------



|(a) | Claim
              Normally Not Required
|--- | -----------------------------------------



Normally,
      an employee does not need to present a formal claim to receive benefits payable
      under the Plan.




|(b) | Claim
              for Benefits
|--- | --------------------------------



If
      you
      believe you are incorrectly denied a benefit or are entitled to a greater
      benefit than the benefit you are offered under the Plan, you must submit a
      signed, written claim to the Plan Administrator .




|(c) | Denial
              of Claims
|--- | ------------------------------



In
      the
      event that you submit a written claim for benefits that is denied, in whole
      or
      in part, the Plan Administrator must notify you, in writing, of the denial
      of
      the claim, and of your right to a review of the denial. The written notice
      of
      denial will be set forth in a manner designed to be understood by you, and
      will
      include specific reasons for the denial, specific references to the Plan
      provision upon which the denial is based, a description of any information
      or
      material that the Plan Administrator needs to complete the review, why it is
      needed, and a description of the Plan’s review procedures and the time limits
      applicable to such procedures, including a statement of you and your
      beneficiary’s rights to file a suit under Section 502(a) of ERISA following an
      adverse benefit determination on review. This written notice will be given
      to
      you within 90 days after the Plan Administrator receives the claim, unless
      special circumstances require an extension of time, in which case, the Plan
      Administrator has up to an additional 90 days for processing the claim. If
      an
      extension of time for processing is required, written notice of the extension
      will be furnished to you before the end of the initial 90-day period. This
      notice of extension will describe the special circumstances necessitating the
      additional time and the date by which the Plan Administrator is to render its
      decision on the claim. You will be permitted to appeal the denial in accordance
      with the review procedure described below.




|(d) | Request
              for Review
|--- | --------------------------------



If
      your
      claim for benefits is denied, in whole or in part, you (or your authorized
      representative) may appeal such denial (or deemed denial) by submitting a
      request for a review to the Plan Administrator within 60 days after the claim
      is
      denied. The Plan Administrator will give you (or your authorized representative)
      an opportunity to review pertinent documents in preparing a request for a
      review. You will be provided, upon request and free of charge, reasonable access
      to, and copies of, all documents, records and other information relevant to
      your
      claim for benefits. A document, record or other information will be considered
      “relevant” to making a claim if such document, record or other information (i)
      was relied upon in making the benefit determination; (ii) was submitted,
      considered or generated in the course of making the benefit determination,
      without regard to whether such document, record or other information was relied
      upon in making the benefit determination; or (iii) demonstrates compliance
      with
      administrative processes and safeguards. A request for a review shall be in
      writing. A request for review must set forth all of the grounds on which it
      is
      based, all facts in support of the request and any other matters that you feel
      are pertinent. The Plan Administrator may require you to submit additional
      facts, documents or other material as it may find necessary or appropriate
      in
      making its review.




|(e) | Decision
              on Review
|--- | --------------------------------



The
      Plan
      Administrator will act on each request for review within 60 days after receipt
      of the request, unless special circumstances require an extension of time (not
      to exceed an additional 60 days), for processing the request for a review.
      If an
      extension for review is required, written notice of the extension will be
      furnished to you within the initial 60-day period that describes the special
      circumstance that necessitates the extension and by what date the decision
      will
      be rendered. The Plan Administrator will give prompt, written notice of its
      decision to you. In the event that the Plan Administrator confirms the denial
      of
      the claim for benefits in whole or in part, the notice will outline, in an
      understandable manner, the specific reasons for the decision, the Plan
      provisions upon which the decision is based, a statement that you are entitled
      to receive, upon request and free of charge, reasonable access to, and copies
      of, all documents, records and other information relevant to your benefits
      and a
      statement describing your right to file a suit under Section 502(a) of ERISA..
      If written notice of the Plan Administrator's decision is not given to you
      within the time prescribed in this section, the claim will be deemed denied
      on
      review.




6




|(f) | Exhaustion
              of Remedies
|--- | ------------------------------------



No
      legal
      action for benefits under the Plan may be brought until you have completed
      all
      of the following steps: (i) have submitted a written claim for benefits in
      accordance with the procedures described above, (ii) have been notified by
      the
      Plan Administrator that the claim is denied, (iii) have filed a written request
      for a review of the claim in accordance with the appeal procedure described
      above, and (iv) have been notified in writing that the Plan Administrator has
      denied the appeal. If your
      claim for benefits is ignored, in whole or in part, you may file suit in a
      state
      or Federal court.






|**10.** | **PLAN
              TERMS**
|------- | ----------------------------



The
      Plan
      supersedes any and all prior separation and severance arrangements, programs
      and
      plans which were previously offered by the Company to any groups or classes
      of
      employees covered by this Plan.






|**11.** | **TAXES**
|------- | ---------



The
      Company will withhold taxes and all other applicable payroll deductions from
      any
      severance payments.






|**12.** | **NO
              RIGHT TO CONTINUED
              EMPLOYMENT**
|------- | ----------------------------------------------------------------



No
      provision of the Plan provides, or is intended to provide, any employee with
      any
      right to continued employment with the Company or any Related Organization,
      or
      otherwise affects the right of the Company or any Related Organization to
      terminate the employment of any individual at any time for any reason, with
      or
      without cause or notice.






|**13.** | **GOVERNING
              LAW**
|------- | -------------------------------



The
      Plan
      is a welfare plan subject to the Employee Retirement Income Security Act of
      1974
      (“ERISA”) and it shall be interpreted, administered, and enforced in accordance
      with that law. To the extent that state law is applicable, the statutes and
      common law of the Commonwealth of Pennsylvania (excluding its choice of law
      rules or provisions) shall apply.






|**14.** | **MISCELLANEOUS**
|------- | -----------------



Where
      the
      context so indicates, the singular will include the plural and vice versa.
      Titles are provided herein for convenience only and are not to serve as a basis
      for interpretation or construction of the Plan. Unless the context clearly
      indicates to the contrary, a reference to a statute or document shall be
      construed as referring to any subsequently enacted, adopted, or executed
      counterpart.





7




|**15.** | **ADDITIONAL
              PLAN
              INFORMATION**
|------- | -----------------------------------------------------------



|· | **Name
              of Plan:**Tasty Baking Company Severance Pay Plan
|- | ----------------------------------------------------------------------



|· | **Plan
              Administrator and Plan Sponsor:**
|- | ------------------------------------------------------



Tasty
      Baking Company


2801
      Hunting Park Avenue


Philadelphia,
      PA 19129-1392


(215)
      221-8500





|· | **Employer
              ID No.: 23-1145880**
|- | ---------------------------------------------



|· | **Plan
              No.: 507.**
|- | --------------------------------



|· | **Plan
              Year:**For
              purposes of maintaining the Plan’s records, the Plan year commences on
              January 1 and ends the following December 31. However, the first Plan
              year
              shall commence on February 26, 2007 and end on December 31,
              2007.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· | **Type
              of Plan:**The
              Plan is a severance pay plan/employee welfare benefit plan. The Plan
              is
              not a pension benefit plan.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· | **Direct
              Inquiries to:**Vice
              President of Human Resources andSeverance
              Plan Administrator
|- | -----------------------------------------------------------------------------------------------------------------------------------

| | Tasty
            Baking Company
| | --------------------------------

| | 2801
            Hunting Park Avenue
| | ------------------------------------

| | Philadelphia,
            PA 19129-1392
| | ---------------------------------------






|· | **Agent
              for Service of Legal Process:**Vice President of Human Resources andSeverance
              Plan Administratorat
              the above address.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· | **Plan
              Costs:**The
              cost of the Plan is paid by Tasty Baking
              Company.
|- | --------------------------------------------------------------------------------------------------------------



|· | This
              Plan and Summary Plan Description became effective on February 26,
              2007.
|- | ---------------------------------------------------------------------------------------------------------





**16.**
            **YOUR
                ERISA
                RIGHTS**




As
      a
      participant in the Tasty Baking Company Severance Pay Plan, you are entitled
      to
      certain rights and protections under the Employee Retirement Income Security
      Act
      of 1974 ( “ ERISA ” ).




**Receive
      Information About the Plan and Benefits**




ERISA
      provides that as a Plan participant, you shall be entitled to:




Examine,
      without charge, at the Plan Administrator’s office, and at other specified
      locations, all documents governing the Plan, including a copy of the latest
      annual report (Form 5500 series) filed by the Plan with the U.S. Department
      of
      Labor and available at the Public Disclosure Room of the Employee Benefits
      Security Administration.




Obtain,
      on
      written request to the Plan Administrator, copies of documents governing the
      operation of the plan, copies of the latest annual report (Form 5500 series),
      and an updated summary plan description.  The
      Plan
      Administrator may make a reasonable charge for the copies.




8




**Prudent
      Actions by Plan Fiduciaries**




In
      addition to creating rights for Plan participants, ERISA imposes duties on
      the
      people who are responsible for the operation of the Plan.  The
      people
      who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so
      prudently and in the interest of you and other Plan participants and
      beneficiaries. No one may fire you or otherwise discriminate against you in
      any
      way to prevent you from obtaining a benefit under the Plan or exercising your
      rights under ERISA.




**Enforce
      Your Rights**




If
      your
      claim for a benefit is denied or ignored, in whole or in part, you have a right
      to know why this was done, to obtain copies of documents relating to the
      decision without
      charge and to appeal any denial, all within certain time schedules.




Under
      ERISA, there are steps you can take to enforce the above rights. For instance,
      if you request a copy of Plan documents or the latest annual report from the
      Plan and do not receive them within 30 days, you may file suit in a federal
      court. In such a case, the court may require the Plan Administrator to provide
      the materials and pay you up to $110 a day until you receive the materials,
      unless the materials were not sent because of reasons beyond the control of
      the
      Plan Administrator. If you have a claim for benefits that is denied or ignored,
      in whole or in part, you may file suit in a state or federal court. If it should
      happen that Plan fiduciaries misuse the Plan’s money, or if you are
      discriminated against for asserting your rights, you may seek assistance from
      the U.S. Department of Labor or you may file suit in a federal court. The court
      will decide who should pay court costs and legal fees. If you are successful,
      the court may order the person you have sued to pay these costs and fees. If
      you
      lose, the court may order you to pay these costs and fees, for example, if
      it
      finds your claim is frivolous.




If
      you
      have any questions about the Plan, please do not hesitate to contact the Plan
      Administrator. If you have any questions about this statement or about your
      rights under ERISA, you should contact the nearest office of the Employee
      Benefits Security Administration, U.S. Department of Labor, listed in your
      telephone directory or the Division of Technical Assistance and Inquiries,
      Employee Benefits Security Administration, U.S. Department of Labor, 200
      Constitution Avenue N.W., Washington, D.C. 20210.






**17.**
            **EXECUTION**




To
      record
      the adoption of the Plan as set forth herein, effective as of February 26,
      2007,
      Tasty Baking Company has caused its duly authorized officer to execute the
      same
      this 14  day
      of
      March, 2007.









**TASTY
                BAKING COMPANY**By:Printed
                Name: Charles P. PizziTitle:
              President and CEO




9




**TABLE
      OF CONTENTS**




1.
            
            INTRODUCTION
            12.
            
            ELIGIBILITY
            1(a)
            In
                General
            1(b)
            Persons
              Not Covered
            1(c)
            Other
              Conditions For
              Eligibility
            1(d)
            Changed
              Decisions
            2(e)
            Eligibility
              Determination
            23.
            
            SEVERANCE
              BENEFITS
            3(a)
            General
              Release
            3(b)
            Amount
              of Severance
              Pay
            3(c)
            Examples
              of Severance
              Benefits
            34.
            
            PROVISION
              OF
              BENEFITS
            4(a)
            Method
              and Timing of
              Payment
            4(b)
            Source
              of Payment
            45.
            
            REHIRE
            46.
            
            DURATION,
              AMENDMENT AND
              MODIFICATION OF PLAN
            47.
            
            PLAN
              ADMINISTRATION
            5(a)
            Discretion
              and
              Finality
            5(b)
            Drafting
              Errors
            5(c)
            Fiduciary
              Disclosure
              Authority
            5(d)
            Scope
            58.
            
            COSTS
              AND
              INDEMNIFICATION
            59.
            
            CLAIMS
              PROCEDURE
            6(a)
            Claim
              Normally Not
              Required
            6(b)
            Claim
              for
              Benefits
            6(c)
            Denial
              of
              Claims
            6(d)
            Request
              for
              Review
            6(e)
            Decision
              on
              Review
            6(f)
            Exhaustion
              of
              Remedies
            710.
            
            PLAN
              TERMS
            711.
            
            TAXES
            712.
            
            NO
              RIGHT TO CONTINUED
              EMPLOYMENT
            713.
            
            GOVERNING
              LAW
            714.
            
            MISCELLANEOUS
            715.
            
            ADDITIONAL
              PLAN
              INFORMATION
            816.
            
            YOUR
              ERISA
              RIGHTS
            817.
            
            EXECUTION
            9**TABLE
              OF
              CONTENTS**
            10






10